The rule
A local private company must deliver its annual return to the Registrar of Companies within 42 days after the anniversary of the date of its incorporation in that year[1]. No annual return is due in the year of incorporation itself[2]. A re-domiciled private company counts from the anniversary of its re-domiciliation date instead[1]. The form is NAR1, and it reports the company's particulars, such as its registered office, shareholders, directors and company secretary, as at the made up date of the return[1].
Counting the 42 days
| Situation | What happens |
|---|---|
| Sundays and public holidays inside the period | They count towards the 42 days |
| The 42nd day is a Sunday or public holiday | The due date moves to the following day that is neither |
| The 42nd day is a Saturday that is not a public holiday | The due date stays on the Saturday |
| A request for more time | The Registrar has no power to extend the time limit |
If you are unsure of the date, the Companies Registry's Annual Return Filing Calculator works it out from the incorporation date[1].
Delivering on a Saturday deadline
The Registry's offices are closed on Saturdays, but documents and cheques can be left in its Drop-in Box near the Information Counter at Queensway Government Offices on a Saturday that is not a public holiday, and annual returns can be filed electronically through the e-Services Portal[2]. For delivery in person, the Registry advises handing the return in by the Friday before a Saturday due date[2].
Posting it
For the fee, a posted return is dated by its post mark[2]. But if the Registrar never receives it, it has not been delivered, so post well inside the period[2].
What happens if you miss it
The fee rises from HK$105 to between HK$870 and HK$3,480 depending on how late the return is[1], and failing to deliver on time is a criminal offence for the company and every responsible officer[1]. The Registrar has no power to waive the higher fees[1].
Dormant companies and the switch years
A private company that has declared itself dormant does not deliver annual returns while it stays dormant[3]. In the year it becomes dormant it still files if dormancy starts after the 42nd day after the anniversary[3], and in the year it stops being dormant it files if that happens on or before the 42nd day[3]. A company that has merely stopped trading, without a dormancy resolution, still files every year[2].
Other filings run on their own dates
- A change of registered office is reported on Form NR1 and a change of a director's or company secretary's address on Form ND2B, not only in the next annual return[2].
- Business registration with the IRD is renewed separately, on the date of its own certificate[2].
- A private company does not attach financial statements to its NAR1[2].
Keeping track
- Take the incorporation date from the certificate of incorporation and put the annual reminder in the calendar of more than one person.
- Subscribe to the Annual Return e-Reminder service on the e-Services Portal[2].
Rules, forms and figures can change, and the official pages listed below are the authority wherever this summary differs from them.